Baptist Health Deaconess

“Kim Ashby, Richard Carrico, Patrick Falvey, Gerald Coleman, Lynn C. Lingafelter, and Shawn McCoy have a business relationship.”

“Alisa Coleman, President, is employed by Deaconess Health System, an unrelated organization. Compensation for the President is provided by Deaconess Health System through a management agreement for services to Baptist Health Deaconess Madisonville, Baptist Health Deaconess Medical Group, and Baptist Health Deaconess of Madisonville Foundation. All three are related entities. This position has the responsibility of supervising the management, administration and operation of the Medical Group, Baptist Health Deaconess Foundation, and Baptist Health Deaconess Madisonville. Below is the calendar year 2023 compensation for the President. Compensation $451,153 Retirement 22,914 Benefits 22,722”

“Baptist Health Deaconess, LLC is the sole member of the corporation.”

“The Board of Directors of Baptist Health Deaconess Medical Group are the same individuals as those serving on the Baptist Health Deaconess, LLC, the sole member. Baptist Healthcare System, Inc. and Deaconess Health Kentucky, Inc. each appoint 50% of the governing board of Baptist Health Deaconess, LLC. The Directors may be removed at any time, with or without cause, by the System that appointed them. As such, Baptist Healthcare System, Inc and Deaconess Health Kentucky effectively appoint the board of this entity.”

“Approval to take any of the following actions shall require the affirmative vote of a majority of the BHSI Directors and a majority of the DHKY Directors: (a) sell or agree to sell or otherwise dispose of all or a substantial part of the assets of the Corporation or any investment or interest in any business enterprise; (b) amend, repeal or alter the articles of incorporation or these bylaws of the Corporation; (c) merge or consolidate or agree to merge or consolidate the Corporation with or into any other organization; (d) liquidate, dissolve, reorganize, or recapitalize the Corporation, or take any actions relating to bankruptcy or receivership; (e) create or incur any indebtedness with BHSI or DHKY, or with any third party in an amount exceeding $500,000; (f) make any capital expenditure requiring the payment of more than $500,000; (g) authorize the execution of any contract, agreement, or similar instrument by which the Corporation may be obligated to pay more than $500,000 or as otherwise specified in a policy adopted by the board in accordance with the voting requirements of this Section 2.09; (h) acquire any stock of any corporation or invest in or acquire any interest in any business enterprise; (i) approve the annual operating budget and capital expenditures budget of the Corporation, as well as any capital expenditures over $500,000; (j) approve the mission, vision, and values of the Corporation and amendments thereto; (k) approve strategic plans of the Corporation; (l) establish appropriate reserves (consistent with operational needs and strategic initiatives for the community) and/or make any distributions or charitable donations; (m) make any material changes to the Corporation's core services; and n) take action on any issue identified at any time as a key decision for Member action by a Member representative on the Corporation's board.”

“The Medical Group does not have committees with authority to act on behalf of the governing body.”

“The Form 990 will be provided to each voting member of the Board of Directors prior to filing with the IRS. The CFO reviews the Form 990 before it is filed with the IRS.”

“Annually, the Secretary of Baptist Health Deaconess LLC. (BHD) sends out a Conflict of Interest questionnaire to each of the officers and directors serving on the Board of Baptist Health Deaconess Medical Group, Inc. (BHDMG). After completion, they are returned to the Secretary and reviewed by the Board or the Governance Effectiveness Committee for any potential conflicts. A conflict of interest is any circumstance, relationship (financial or otherwise), activity or decision (made in the course of governance, management or professional responsibilities or otherwise) that adversely influences or appears to adversely influence the ability of a Covered Person to: 1) make objective decisions on behalf of BHDMG and/or 2) act in the best interests of BHDMG in a manner consistent with the tax exempt purposes of BHDMG. The Board or Committee will determine by a majority vote of disinterested directors whether the disclosed financial or special interest may result in a conflict of interest.”

“Compensation for the President is provided by Deaconess Health System, an unrelated organization for services to the Medical Group and the related entities. Deaconess Health System, an unrelated organization, and Baptist Health Deaconess Madisonville, a related organization, have a management agreement in place for services provided. Deaconess Health System uses comparability data, an independent compensation committee, and substantiation to determine the compensation of the President. This is completed on an annual basis. Compensation for the VP of Finance is provided by Baptist Health Deaconess Madisonville, a related organization. Baptist health Deaconess Madisonville uses comparability data, independent persons, and substantiation to determine the compensation of the VP of Finance. This is completed on an annual basis.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Form 1096 is filed by Baptist Health Deaconess Madisonville, Inc., FEIN XXX-XX-XXXX.”

“Contract Services: Program service expenses 7,275,160. Management and general expenses 1,520,326. Fundraising expenses 0. Total expenses 8,795,486. Professional Fees: Program service expenses 915,232. Management and general expenses 11,000. Fundraising expenses 0. Total expenses 926,232.”

“Net Assets received from Baptist Health Deaconess Madisonville, Inc. 1,821,790.”